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Contract Termination By Agreement
"I need a Contract Termination by Agreement for a software development agreement with our vendor, to be effective from March 1, 2025, including specific provisions for the handover of source code and ongoing maintenance support for 3 months after termination."
1. Parties: Identification of all contracting parties, including their full legal names, registered addresses, and company registration numbers if applicable
2. Background: Brief description of the original contract, its date, and the parties' mutual decision to terminate
3. Definitions: Definitions of key terms used in the termination agreement
4. Termination Date: Specific date when the original contract will terminate
5. Mutual Release: Mutual release of obligations under the original contract, subject to any surviving provisions
6. Settlement of Accounts: Agreement on final payments, reconciliation of accounts, and financial settlements
7. Return of Property: Obligations regarding the return of any physical or intellectual property
8. Confidentiality: Ongoing obligations regarding confidential information
9. Surviving Provisions: Identification of any provisions from the original contract that will survive termination
10. Governing Law: Confirmation of Belgian law as governing law and jurisdiction
11. Signatures: Execution blocks for all parties
1. Non-Disparagement: Mutual agreement not to make negative statements about each other - typically used in high-profile or sensitive terminations
2. Employee Matters: Provisions dealing with transfer or treatment of employees - needed when the contract termination affects employment relationships
3. Intellectual Property Rights: Detailed provisions on IP ownership and licenses post-termination - required when IP is a significant aspect of the original contract
4. Tax Provisions: Specific tax-related provisions and allocations - needed when the termination has significant tax implications
5. Insurance and Indemnities: Provisions regarding ongoing insurance obligations and indemnities - relevant for contracts with potential future liabilities
6. Transition Assistance: Provisions for transitional support - needed when one party requires assistance after termination
7. Public Announcements: Protocol for public communications about the termination - relevant for public companies or high-profile contracts
1. Schedule 1 - Original Contract: Copy of the original contract being terminated
2. Schedule 2 - Settlement Statement: Detailed breakdown of final financial settlements and payments
3. Schedule 3 - Property Inventory: List of physical and intellectual property to be returned or transferred
4. Schedule 4 - Surviving Obligations: Detailed list of obligations that survive termination
5. Schedule 5 - Transition Plan: If applicable, detailed plan for transitional arrangements
6. Appendix A - Required Corporate Approvals: Copies of board resolutions or other corporate approvals for the termination
7. Appendix B - Release Forms: Standard forms for mutual releases and waivers
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Contract Manager
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Procurement Manager
Chief Executive Officer
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
General Counsel
Project Manager
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Corporate Secretary
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